SECURITIESTable ANDof EXCHANGE COMMISSIONContents

~~Washington,~~SECURITIES AND EXCHANGE COMMISSION ~~D.C. 20549~~

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): July 24, 2003

~~Date~~Lightning ~~of Report~~Rod ~~(Date~~Software, ~~of earliest event reported):~~ Inc. ~~February 14, 2002~~

~~Lightning~~(Exact ~~Rod~~name ~~Software,~~of ~~Inc.~~Registrant as Specified in its Charter)

Delaware (~~Exact~~State ~~name~~or ofOther ~~Registrant as~~Jurisdiction ~~Specified~~of ~~in its Charter~~Incorporation)

Delaware


0-18809		41-1614808
(Commission File Number)		(IRS Employer Identification No.)

~~State~~5720 orSmetana ~~Other~~Drive, Suite 300 Minnetonka, Minnesota 55343 ~~Jurisdiction~~(Address of ~~Incorporation~~Principal Executive Offices and Zip Code)

0-18809		41-1614808
(Commission File Number)		(IRS Employer
		Identification No.)

(952) 939-3946
(Registrant’s telephone number, including area code)

~~5720~~Not Applicable ~~Smetana~~(Former ~~Drive~~Name or Former Address, ~~Suite~~if ~~300~~Changed Since Last Report)

~~Minnetonka, MN 55343~~TABLE OF CONTENTS

(Address of Principal Executive Offices and Zip Code)


	Item 4. Changes in Registrant’s Certifying Accountant
	Item 7. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99 Letter from Boulay, Heutmaker, Zibell & Co.

612-987-1304Table of Contents

(Item 4. Changes in Registrant’s ~~telephone~~Certifying Accountant ~~number, including area code)~~

~~5900~~ On July 24, 2003, Boulay, Heutmaker, Zibell & Co. P.L.L.P. resigned as the Registrant’s principal independent accountant. Boulay, Heutmaker, Zibell & Co. ~~Green~~P.L.L.P. ~~Oak~~audited ~~Drive~~the Registrant’s financial statements for the fiscal year ended December 31, 2001, and rendered its report thereon. The Registrant has not yet engaged an independent accountant to audit the Registrant’s financial statements for the fiscal year ended December 31, 2002.

~~Minnetonka~~ There were not, in connection with the audit of the fiscal year ended December 31, 2001, and through any subsequent period preceding the resignation ~~MN 55343~~of Boulay, Heutmaker, Zibell & Co. P.L.L.P., any disagreements with Boulay, Heutmaker, Zibell & Co. P.L.L.P. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Boulay, Heutmaker, Zibell & Co. P.L.L.P.’s satisfaction, would have caused it to make reference to the subject matter of the disagreements in connection with its report on the financial statements for such year. Boulay, Heutmaker, Zibell & Co. P.L.L.P.’s report on the financial statements of the Registrant for the fiscal year ended December 31, 2001 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principle, except the audit report of Boulay, Heutmaker, Zibell & Co. P.L.L.P. on the consolidated financial statements as of and for the fiscal year ended December 31, 2001, contained a separate paragraph stating that the Registrant’s significant operating losses and its current inactive status raise substantial doubt about its ability to continue as a going concern and that the financial statements did not include any adjustments that might result from the outcome of this uncertainty.

We have provided Boulay, Heutmaker, Zibell & Co. P.L.L.P. with a copy of this disclosure and we have requested that Boulay, Heutmaker, Zibell & Co. P.L.L.P. furnish us with a letter addressed to the Securities and Exchange Commission (~~Former~~“SEC”), ~~Name~~stating orwhether ~~Former~~it agrees with the above statements. A copy of Boulay, Heutmaker, Zibell & Co. P.L.L.P.’s letter to the SEC, dated ~~Address~~July 24, if2003, ~~Changed~~is ~~Since~~filed ~~Last~~as ~~Report)~~Exhibit 99 to this Form 8-K.

Item 4 7. ~~Changes~~ inFinancial ~~Registrant’s~~Statements and Exhibits ~~Certifying Accountant~~

~~Previous~~(a) ~~Independent~~Financial ~~Accountant~~statement of businesses acquired: Not applicable (b) Pro Forma financial information: Not applicable (c) Exhibits: See Exhibit Index on page following signatures.

OnTable Februaryof 14, 2002, PricewaterhouseCoopers LLP resigned as the Registrant’s principal independent accountant.Contents

~~There were not, in connection with the audits of the~~SIGNATURES ~~fiscal years ended December 31, 2000 and December 31, 1999 and any subsequent~~ interim period through February 14, 2002, the date of PricewaterhouseCoopers LLP’s resignation, any disagreement with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to PricewaterhouseCoopers LLP’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the financial statements for such years, nor has PricewaterhouseCoopers LLP’s reports on the financial statements of the Registrant for each of the past two fiscal years contained an adverse opinion or disclaimer of opinion or been qualified as to audit scope or accounting principle except that the audit reports of PricewaterhouseCoopers LLP on the consolidated financial statements as of and for each of the past two fiscal years ended December 31, 2000 and 1999 contained a separate paragraph stating that the Registrant has suffered recurring losses from operations and has a working capital deficiency that raises substantial doubt about its ability to continue as a going concern.

We Pursuant ~~have~~to ~~provided~~the ~~PricewaterhouseCoopers~~requirements ~~LLP with a copy~~ of ~~this disclosure, and we have requested that PricewaterhouseCoopers LLP furnish us with a letter addressed to~~ the Securities ~~and~~ Exchange ~~Commission (“SEC”),~~Act ~~stating~~of ~~whether~~1934, ~~it agrees with~~ the Registrant ~~above~~has ~~statements. A~~duly ~~copy~~caused ofthis ~~PricewaterhouseCoopers~~report ~~LLP’s letter~~ to ~~the~~be ~~SEC,~~signed ~~dated~~on ~~February~~its ~~20,~~behalf ~~2002,~~by isthe undersigned ~~filed~~hereunto asduly ~~Exhibit 99 to this Form~~authorized. ~~8-K.~~

New Independent Accountant


	LIGHTNING ROD SOFTWARE, INC.

	By	/s/ Thomas J. Patin

Date: July 28, 2003		Thomas J. Patin
		General Counsel and Acting CEO

OnTable February 20, 2002, the Registrant engaged Boulay, Heutmaker, Zibell & Co. P.L.L.P. as its independent accountant to audit its financial statements for the year ended December 31, 2001. The decision to engage Boulay, Heutmaker, Zibell & Co. P.L.L.P. was approved by the Board of Directors.Contents

~~During~~EXHIBIT ~~our fiscal years ended December 31, 2000 and~~INDEX ~~December 31, 2001, and through February 14, 2002, we have not consulted with~~ Boulay, Heutmaker, Zibell & Co. P.L.L.P. regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, that was an important factor that we considered in reaching a decision on an accounting, auditing, or financial reporting issue, or the type of audit opinion that might be rendered on our financial statements, or (ii) any matter that was the subject of either a disagreement or a reportable event.

2LIGHTNING ROD SOFTWARE, INC. Form 8-K Current Report Date of Report: July 24, 2003

Item 7. Financial Statements and Exhibits


Exhibit Number		Description

99		Letter from Boulay, Heutmaker, Zibell & Co. P.L.L.P. dated July 24, 2003, regarding agreement with statements made in this Form 8-K.

(a) Financial statements of businesses acquired:

Not Applicable

(b) Pro Forma financial information:

Not Applicable

See Exhibit Index on page following Signatures.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Lightning Rod Software, Inc.
	By	/s/	Thomas J. Patin
Date: February 22, 2002			Thomas J. Patin
			Acting CEO and Director

EXHIBIT INDEX

Lightning Rod Software, Inc.

Form 8-K Current Report

Dated February 14, 2002

Exhibit Number		Description
99		Letter from PricewaterhouseCoopers LLP to the SEC, dated February 20, 2002, regarding change in the Registrant’s independent accountant.

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